ZIVO Bioscience Announces Pricing of $4.0 Million Registered Direct Offering Priced At-The-Market
01 July 2023 - 3:55AM
Business Wire
Zivo Bioscience, Inc. (NASDAQ: ZIVO), a biotech/agtech
R&D company engaged in the development of therapeutic,
medicinal and nutritional product candidates derived from
proprietary algal cultures, today announced that it has entered
into a securities purchase agreement with a single institutional
investor to purchase 1,498,130 shares of common stock (or
pre-funded warrants in lieu thereof) in a registered direct
offering priced at-the-market under Nasdaq rules. In a concurrent
private placement, the Company also agreed to issue and sell to the
investor Series A warrants to purchase up to an aggregate of
1,498,130 shares of common stock and Series B warrants to purchase
up to an aggregate of 1,498,130 shares of common stock. The
combined effective offering price for each share of common stock
(or pre-funded warrant in lieu thereof) and accompanying Series A
and Series B warrant is $2.67.
The gross proceeds to the Company from the registered direct
offering and concurrent private placement are estimated to be
approximately $4.0 million before deducting the placement agent’s
fees and other estimated offering expenses payable by the Company.
The offering is expected to close on or about July 5, 2023, subject
to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement agent in
connection with the offering.
Each series of warrants will have an exercise price of $2.80 per
share and will be immediately exercisable. The Series A warrants
will have a term of two years from the date of issuance and the
Series B warrants will have a term of five years from the date of
issuance.
The shares of common stock (or pre-funded warrants in lieu
thereof) are being offered pursuant to a shelf registration
statement on Form S-3 (File No. 333- 259082), which was declared
effective by the U.S. Securities and Exchange Commission (the
“SEC”) on September 3, 2021. The offering of shares of common stock
(or pre-funded warrants in lieu thereof) will be made only by means
of a prospectus supplement that forms a part of such registration
statement. The warrants to be issued in the concurrent private
placement and the shares issuable upon exercise of such warrants
were offered in a private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Act”), and Regulation D
promulgated thereunder and have not been registered under the Act
or applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock and
pre-funded warrants will be filed by the Company with the SEC. When
available, copies of the prospectus supplement relating to the
registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or
from Maxim Group LLC, 300 Park Avenue, New York, NY 10022,
Attention: Syndicate Department, or via email at
syndicate@maximgrp.com or telephone at (212) 895-3500.
About ZIVO Bioscience
ZIVO Bioscience is a research and development company with an
intellectual property portfolio comprised of proprietary algal and
bacterial strains, biologically active molecules and complexes,
production techniques, cultivation techniques and patented or
patent pending inventions for applications in human and animal
health. Please visit www.zivobioscience.com for more
information.
Forward-Looking Statements
Except for any historical information, the matters discussed in
this press release contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Although ZIVO believes
that we have a reasonable basis for each forward-looking statement,
we caution you that these statements are based on a combination of
facts and factors currently known by us and our expectations of the
future, about which we cannot be certain. Our actual future results
may be materially different from what we expect due to factors
largely outside our control, including risks that our strategic
partnerships may not facilitate the commercialization or market
acceptance of our products; risks that our products may not be
ready for commercialization in a timely manner or at all; risks
that our products will not perform as expected based on results of
our pre-clinical and clinical trials; our ability to raise
additional funds; uncertainties inherent in the development process
of our products; changes in regulatory requirements or decisions of
regulatory authorities; the size and growth potential of the
markets for our products; the results of clinical trials, our
ability to protect our intellectual property rights and other
risks, uncertainties and assumptions, including those described
under the heading “Risk Factors” in our filings with the Securities
and Exchange Commission. These forward–looking statements speak
only as of the date of this press release and ZIVO undertakes no
obligation to revise or update any forward–looking statements for
any reason, even if new information becomes available in the
future.
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version on businesswire.com: https://www.businesswire.com/news/home/20230630605511/en/
ZIVO Bioscience, Inc. Keith Marchiando, Chief Financial
Officer (248) 452-9866 x130 kmarchiando@zivobioscience.com LHA
Investor Relations Tirth T. Patel (212) 201-6614
tpatel@lhai.com
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